0000899243-19-023524.txt : 20190912 0000899243-19-023524.hdr.sgml : 20190912 20190912200752 ACCESSION NUMBER: 0000899243-19-023524 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190912 FILED AS OF DATE: 20190912 DATE AS OF CHANGE: 20190912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ledbetter Carl CENTRAL INDEX KEY: 0001366574 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 191091381 MAIL ADDRESS: STREET 1: 2755 EAST COTTONWOOD PARKWAY, SUITE 520 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cloudflare, Inc. CENTRAL INDEX KEY: 0001477333 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 270805829 STATE OF INCORPORATION: DE FISCAL YEAR END: 1209 BUSINESS ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 888.993.5273 MAIL ADDRESS: STREET 1: 101 TOWNSEND ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94107 FORMER COMPANY: FORMER CONFORMED NAME: CloudFlare, Inc. DATE OF NAME CHANGE: 20091120 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-09-12 0 0001477333 Cloudflare, Inc. NET 0001366574 Ledbetter Carl C/O PELION VENTURES 2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 1 0 1 0 Series A Convertible Preferred Stock Class B Common Stock 314480 I See footnote Series C Convertible Preferred Stock Class B Common Stock 2210230 I See footnote Series D Convertible Preferred Stock Class A Common Stock 831641 I See footnote Class B Common Stock Class A Common Stock 301387 I See footnote Series A Convertible Preferred Stock Class B Common Stock 80016 I See footnote Series C Convertible Preferred Stock Class B Common Stock 562370 I See footnote Series D Convertible Preferred Stock Class A Common Stock 211603 I See footnote Class B Common Stock Class A Common Stock 76685 I See footnote Series A Convertible Preferred Stock Class B Common Stock 95500 I See footnote Series C Convertible Preferred Stock Class B Common Stock 671200 I See footnote Series D Convertible Preferred Stock Class A Common Stock 252550 I See footnote Class B Common Stock Class A Common Stock 91524 I See footnote Class B Common Stock Class A Common Stock 497996 I See footnote Class B Common Stock Class A Common Stock 34051 I See footnote Series D Convertible Preferred Stock Class A Common Stock 2954546 I See footnote Class B Common Stock Class A Common Stock 622265 I See footnote Series A Convertible Preferred Stock Class B Common Stock 9808604 I See footnote Series B Convertible Preferred Stock Class B Common Stock 8321250 I See footnote Series C Convertible Preferred Stock Class B Common Stock 1774260 I See footnote Series A Convertible Preferred Stock Class B Common Stock 3183223 I See footnote Series B Convertible Preferred Stock Class B Common Stock 2700500 I See footnote Series C Convertible Preferred Stock Class B Common Stock 575800 I See footnote Series A Convertible Preferred Stock Class B Common Stock 6046577 I See footnote Series B Convertible Preferred Stock Class B Common Stock 5129650 I See footnote Series C Convertible Preferred Stock Class B Common Stock 1093750 I See footnote Each share of Series A Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at the reporting person's election and has no expiration date. The shares are held of record by Pelion Ventures V, L.P. (PV V). Pelion Venture Partners V, L.L.C. (PVP V) is the General Partner of PV V, and Blake Modersitzki is the Manager Member of PVP V. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V, but disclaims beneficial ownership of the securities held of record by PV V except to the extent of his individual pecuniary interest therein. Each share of Series C Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. Each share of Series D Convertible Preferred Stock shall automatically convert into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares are held of record by Pelion Ventures V-A, L.P. (PV V-A). PVP V is the General Partner of PV V-A, and Blake Modersitzki is the Manager Member of PVP V. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V-A, but disclaims beneficial ownership of the securities held by of record by PV V-A except to the extent of his individual pecuniary interest therein. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. (PV V Financial). Pelion Ventures V Financial Institutions GP, L.L.C. (PV V Financial GP) is the General Partner of PV V Financial. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an advisor to an affiliate of PV V Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V Financial, but disclaims beneficial ownership of the securities held of record by PV V Financial except to the extent of his individual pecuniary interest therein. The shares are held of record by Pelion Ventures VI, L.P. (PV VI). Pelion Venture Partners VI, L.L.C. (PVP VI) is the General Partner of PV VI, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI, but Ledbetter disclaims beneficial ownership of the securities held of record by PV VI except to the extent of his individual pecuniary interest therein. The shares are held of record by Pelion Ventures VI-A, L.P. (PV VI-A). PVP VI is the General Partner of PV VI-A, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI . Each of Mr. Modersitzki andDr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI-A, but disclaims beneficial ownership of the securities held of record by PV VI-A except to the extent of his individual pecuniary interest therein. The shares are held of record by Pelion Opportunity Fund I, LLC (POF I). Pelion Opportunities Partners I, L.L.C. (POP I) is the Manager of POF I, and Blake Modersitzki is the Manager Member of POP I. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of POP I. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by POF I, but disclaims beneficial ownership of the securities held by of record by POF I except to the extent of his individual pecuniary interest therein. Each share of Series B Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date. The shares are held of record by UV Partners IV, L.P. (UVP IV). UV Partners IV GP, L.L.C. (UVP IV GP) is the General Partner of UVP IV, and Blake Modersitzki is the Manager Member of UVP IV GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV GP. Each of Mr. Modersitzki andDr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV, but disclaims beneficial ownership of the securities held by of record by UVP IV except to the extent of his individual pecuniary interest therein. The shares are held of record by UV Partners IV-A, L.P. (UVP IV-A). UVP IV GP is the General Partner of UVP IV-A, and Blake Modersitzki is the Manager Member of UVP IV GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV-A, but each disclaims beneficial ownership of the securities held of record by UVP IV-A except to the extent of his individual pecuniary interest therein. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. (UVP IV Financial). UV Partners IV Financial Institutions GP, L.L.C. (UVP IV Financial GP) is the General Partner of UVP IV Financial, and Blake Modersitzki is the Manager Member of UVP IV Financial GP. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of UVP IV Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by UVP IV Financial, but disclaims beneficial ownership of the securities held of record by UVP IV Financial except to the extent of his individual pecuniary interest therein. This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Pelion Ventures and their applicable members. Exhibit 24 - Power of Attorney /s/ Carl Ledbetter 2019-09-12 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                               POWER OF ATTORNEY

    The undersigned, as a Section 16 reporting person of Cloudflare, Inc. (the
"Company"), hereby constitutes and appoints Douglas Kramer, Chad Skinner and
Lindsey Cochran, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

    1.    complete and execute Forms 3, 4 and 5 and other forms and all
          amendments thereto as such attorney-in-fact shall in his discretion
          determine to be required or advisable pursuant to Section 16 of the
          Securities Exchange Act of 1934 (as amended) and the rules and
          regulations promulgated thereunder, or any successor laws and
          regulations, as a consequence of the undersigned's ownership,
          acquisition or disposition of securities of the Company; and

    2.    do all acts necessary in order to file such forms with the SEC, any
          securities exchange or national association, the Company and such
          other person or agency as the attorneys-in-fact shall deem
          appropriate.

    The undersigned hereby ratifies and confirms all that said attorneys-in-fact
and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of August, 2019.

                                        Signature: /s/ Carl Ledbetter
                                                   -----------------------------

                                        Print Name: Carl Ledbetter